Terms and Conditions

§1 Contract

By signing up on the website (creating a new user account), the new user (called client hereafter) and Theano GmbH (called supplier hereafter) enter into the following contract:

(1) The supplier allows the client to use his software and related services over the network.

(2) The software is delivered, for a fee, as a web service in its latest version.

(3) The functionality of the software is described in § 2 Section 4 of this contract.

§2 Obligations of the supplier

(1) The supplier is obliged to make the software as described in §3 available to the client via the internet, and to maintain it. For this purpose, the supplier runs the software on one or more servers which are reachable for the client via the internet.

(2) The supplier is obliged to continuously perform maintenance for the software.

(3) If the supplier creates new versions of the software, he will make them available without delay as described in§5.

(4) The supplier is obliged to make the latest version of the user documentation available online in HTML format (currently it can be found here: http://en.iban-bic.com/soap_doc.html).

(5) The supplier implements the necessary measures for reaching an availability of at least 99 percent. The current measures include: Main server in a computer center with 99 percent network availability, RAID systems in all servers, failover server in a separate computer center with automatic DNS-based failover. The supplier may modify these measures at any time if he deems this useful.

§3 Use of the software

(1) The supplier grants the client the rights which are necessary to use the software according to §2.

(2) As far as the supplier provides software which as been authored by third parties, the usage rights are limited to those granted to the supplier by the third party. In this case, the supplier is obliged to let the client know what those rights are.

§4 Software and network maintenance

(1) The supplier continuously monitors the software installation and fixes bugs without delay.

In particular, a bug exists if the software does not function as described, calculates wrong results, stops uncontrolledly or otherwise does not work in a way which would allow the client to use the software.

(3) The supplier continuously monitors the network connection between the server where the software runs and the internet. The client can demand automatic e-mail notifications in case of malfunctions. As far as malfunctions are within the supplier's domain, the supplier is obliged to fix them without delay.

§5 State of the art; software updates; third party software

(1) The software provided according to § 1 Section 2 of this contract has to reflect the state of the art.

(2) If laws, norms, or technical or scientific knowledge which are somewhat important for the usability of the software for the purposes usually aimed for by clients, change, the supplier is obliged to adjust the software accordingly if he can be reasonably be expected to have noticed the change. The supplier decides about how the software is amended to take the change into account.

(3) Once the supplier has replaced or amended functionality of the software, he is obliged to make the new version available after an announcement via newsletter. This announcement shall contain a description of the necessary adjustments on the client side, if applicable. However, the supplier is obliged to do this only after a test phase for the changes has been finished, and the supplier offers the amended software commercially.

(4) Changes and additions to the software do not change the obligations of the supplier according to § 2 Section 5.

(5) Sections 1 to 3 of this paragraph do not apply if the software has been created by a third party. However, in this case, the supplier is obliged to update the software as soon as the third party has made it available to the supplier.

§6 Data Hosting

(1) If the supplier provides data hosting services for the client, the client has the right to demand a description of the backup processes in place. The client always retains his rights to the data and can demand, at any point and especially upon cancelling the contract, that the supplier hands back some or all data without being allowed to keep copies. The data can be returned via the internet or on physical storage media. The supplier is not obliged to also hand over his software.

(2) The supplier protects the data against loss which would be caused by computer failures, and against unauthorized access by third parties. The supplier shall regularly create backups. User names and passwords which serve the purpose of protecting access to the client's data may not be shared with unauthorized third parties. Employees of the supplier may gain access to user names and passwords only insofar as this is necessary for fulfilling the contract.

(3) The client may at any time demand proof of a reasonable backup concept.

§7 Service hotline and customer service

(1) The supplier will answer the client's questions about the software without delay and latest 48 hours after receipt of the question, using either e-mail or the communication media which the client has used.

(2) If the supplier maintaines a service hotline for answering questions about the software, the client may use it.

The preferred contact method (for problems which do not require immediate action) is to send an e-mail to the address specified on the contact page.

§8 Interruptions of the service availability

Software maintenance or development and measures for analyzing and fixing errors may lead to a temporary interruption in the availability of the service only if this is technically necessary. The supplier usually performs changes on a separate development server. Any interruptions caused by upgrades therefore usually does not exceed a few minutes (the time needed for copying software and data).

§9 Invoicing and payments

(1) The parties agree on one of two payment modalities: either a monthly lump sum according to (2), or pre-payment according to (3). The latter is the default if nothing is explicitly agreed.

(2) If a monthly fixed price has been agreed, the client pays this price yearly in advance. This price covers the services by the supplier accordin g to §§ 1 to 7.

For additional effort which exceeds the services described in Paragraphs 1 to 7, the hourly rate is 75 EUR excluding VAT.

(3) If no fixed price is agreed, the client pays the services based on the quantity of requests.

(4) Invoices are due within 20 days.

(5) Clients who opted for fixed monthly amounts do not need to pay for months when the service was not available for more than 1 hour in a row.

(6) The supplier may raise prices for the first time 6 months after this contract has been entered. Subsequent price raises are possible if the most recent raise was more than 6 months in the past.

§ 10 Obligations of the client

The client has to ensure that no unauthorized third parties gain access to the software. For this purpose, the client will, if necessary, ask his employees to heed copyright law. The client will ensure that his employees do not create unauthorized copies of the software or the documentation.

§ 11 Usage by third parties; no sub-renting

The client is not allowed to make the software available to third parties, except for explicitly allowed usage scenarios (such as incorporating an IBAN calculator or validator on the client's homepage which is accessible to third parties). Subrenting of the software is therefore not allowed.

The client is obliged to ensure, also in his contracts with third parties, that no third party will be enabled to use the software for free.

§ 12 Quality assurance

(1) The supplier removes faults in the software without undue delay. While fixing bugs, the supplier will take care to not negatively affect availability.

(2) Otherwise, §§ 535 ff. BGB apply.

There is no obligation to cover damages according to § 536a, 1. Alt. BGB.

(3) The other obligations of the supplier which result from § 3 to 7 of this contract are subject to §§ 611 ff. BGB.

(4) The supplier is not responsible for phone lines, data links, and servers which are outside his area of influence. However, he will implement measures which make it likely possible to continue using the service even if some servers do fail, or if there is a power outage.

(5) The supplier is not responsible for data which the client supplies according to § 6 of this contract. In particular, the supplier is not responsible for checking the data for breaches of any laws.

(6) In case of simple negligence, the supplier is liable only when vital obligations from the contract are violated, or in case of physical harm to people and as required by the law governing liability for products (Produkthaftungsgesetz). Otherwise, the liability of the supplier is limited to gross negligence and malice, also if a third person acting for the supplier is concerned.

§ 13 Data protection

The supplier is aware of the data protection laws (BDSG, TDSV). He will comply with them.

§ 14 Non-disclosure

(1) The supplier shall keep all confidential information which has been transmitted to him as part of this contract secret. The supplier will neither make them available to third parties, nor exploit them in other ways. This holds towards any unauthorized third parties, including unauthorized employees of the supplier or the client, unless sharing the information is necessary for fulfilling this contract. In case of doubt, the supplier shall ask the client for approval before sharing data.

(2) The supplier shall get his employees to agree to (1).

§ 15 Duration of the contract, cancellation

(1) This contract runs for an indefinite time. It can be cancelled by either party in writing (§ 126 b BGB) with a notice period of 1 month before the end of the currently pre-paid time period (if it is a time-based contract).

(2) The right to cancel for an important reason (§ 314 BGB) still applies.

(3) In particular, it is an important reason if

- the client does not fulfil his obligations according to §§ 11 and 12 of this contract;

- the client does not pay according to § 9 of this contract, despite reminders.

§ 16 Miscellaneous

(1) This contract is only governed by German law.

(2) For business clients, the city of Osnabrück is the agreed place for any legal action.

(3) Should parts of this contract be invalid or become invalid later, the rest of the contract still holds.